Medtronic PLC (MDT) filed a Form 8K - Changes in Company
Executive Management - with the U.S Securities and Exchange
Commission on May 02, 2016.
Gary Ellis to Transition out of Chief Financial Officer role
On May 2, 2016, Gary L. Ellis notified Medtronic plc (the
"Company") that he intends to transition out of the Executive Vice
President and Chief Financial Officer role at the Company,
effective as of June 20, 2016. Mr. Ellis will remain with the
Company as Executive Vice President of Global Operations and
Information Technology.
There has been no change to Mr. Ellis's compensation or the
other terms of his employment in connection with this
transition.
Appointment of Karen Parkhill as Chief Financial Officer
On May 2, 2016, Karen L. Parkhill, age 50, agreed to serve as
the Company's Executive Vice President and Chief Financial Officer,
effective as of June 20, 2016.
Since 2011, Ms. Parkhill has been the Vice Chairman and Chief
Financial Officer of Comerica Incorporated. Ms. Parkhill was a
member of Comerica's Management Executive Committee and the
Comerica Bank Board of Directors. Prior to joining Comerica, Ms.
Parkhill worked for J.P. Morgan Chase & Co. in various
capacities from 1992 to 2011, including serving as Chief Financial
Officer of the Commercial Banking business from 2007 to 2011. Ms.
Parkhill is also a current member of the Board of Directors for the
Methodist Health System in Dallas.
The Company has entered into a letter agreement (the
"Agreement") with Ms. Parkhill regarding the terms and conditions
of her employment. Ms. Parkhill's initial annual base salary will
be equal to $750,000 and she will participate in the Medtronic
Incentive Plan ("MIP"), with a target payout equal to 110% of her
full-year annual base salary for fiscal year 2017. In addition, Ms.
Parkhill will participate in the Company's Long-Term Incentive Plan
("LTIP") with an aggregate target value of $3 million for fiscal
year 2017, consisting of: (i) a $1 million target annualized award
under the FY2017-FY2019 performance plan to be established by the
Compensation Committee, (ii) a stock option with a targeted grant
date fair value of $1 million, to be granted in August 2016 and
vesting in 25% increments beginning on the first anniversary of the
grant, and (iii) a restricted stock unit with a targeted grant date
value of $1 million, to be granted in August 2016 and vesting 100%
on the third anniversary of the grant if certain Company
performance is achieved. Future MIP and LTIP awards will be
considered on an annual basis by the Compensation Committee.
In order to compensate Ms. Parkhill in part for compensation
foregone at her prior employer, she will receive a $1 million cash
bonus, payable as to 50% within 30 calendar days of the effective
date of her employment and as to the remaining 50% 6 months
following the effective date (in each case subject to the Company's
standard clawback policy), as well as a one-time restricted stock
unit (the "New Hire RSU") on the effective date of her employment.
The New Hire RSU will have a grant date value of $4.4 million with
the number of shares to be calculated based on the market closing
price of Company stock on the grant date. The New Hire RSU will
vest in 1/3% increments beginning on the first anniversary of the
grant date, subject to the Company attaining a diluted earnings per
share threshold for the fiscal year ending prior to each vesting
date.
Ms. Parkhill will be subject to the Company's Stock Ownership
Policy, requiring her to retain 50% of after-tax shares following
settlement of equity compensation awards until she is able to
maintain Company stock with a value equal to three times her annual
salary.
The Agreement provides that Ms. Parkhill will be entitled to
certain relocation and commuter benefits, an annual $24,000
allowance relating to automobile use, financial planning and other
personal and job-related expenses, and will be eligible for the
Company's deferred compensation plan and employee health and
welfare benefits commensurate with her job level.
Ms. Parkhill's employment will be on an at-will basis and may be
terminated at any time by either party, provided that if the
Company terminates Ms. Parkhill's employment without "cause" (as
defined in the Company's Amended and Restated Stock 2013 Award and
Incentive Plan), and contingent upon Ms. Parkhill signing and
complying with a severance and release agreement, the Company will
pay or provide Ms. Parkhill with: (i) an amount equal to two times
the sum of Ms. Parkhill's then-current base salary and target
annual cash MIP incentive, (ii) the value of 24 months of continued
medical, vision and dental benefits, (iii) two years continued
participation by Ms. Parkhill and eligible dependents in all
medical, vision and dental plans upon the same terms as active
Company employees (subject to Ms. Parkhill's payment of COBRA
premiums), and (iv) continued vesting of the New Hire RSU
grant.
The Company's Section 16 Officer Change in Control Policy will
also apply to Ms. Parkhill. The Change in Control Policy provides
for a severance payment if an adverse change to an executive's
salary, bonus opportunity, benefits or location of employment,
including a termination without cause or a resignation for good
reason, occurs within three years after a "change of control." The
payment would be equal to accrued salary and annual and long-term
incentives through the date of termination as well as accrued
vacation pay, accrued pension benefits and any outstanding deferred
compensation, and, except in the event of death or disability, a
lump sum severance payment equal to prorated value of Highest
Annual Bonus (defined as greater of average of bonus received for
last three completed fiscal years preceding year of termination and
bonus payable for most recently completed fiscal year) and three
times the sum of the executive's base salary and Highest Annual
Bonus. Additionally, the executive is entitled to certain
retirement and welfare benefits. In addition, incentive awards will
accelerate if not replaced by a qualifying replacement awards
following a change in control or upon a termination without cause
or a resignation for good reason within two years of a change in
control.
Ms. Parkhill will enter into a standard Employee Agreement with
the Company on the same form as all other officers, which contains
provisions relating to confidentiality, post-employment
restrictions and inventions. Ms. Parkhill will be subject to
standard non-competition restrictions for two years and standard
non-solicitation restrictions for one year following termination of
her employment with the Company for any reason.
The foregoing description of the Agreement does not purport to
be complete and is qualified in its entirety by reference to the
full text of the Agreement, which is attached hereto as Exhibit
10.1 and incorporated by reference herein. Ms. Parkhill's equity
grants will be governed by the Company's standard forms of
non-qualified stock option and restricted stock unit award
agreements for executive officers, attached as Exhibits 10.48 and
10.49, respectively, to the Company's Quarterly Report on Form 10-Q
for the quarter ended January 23, 2015, except as modified as
described herein.
The full text of this SEC filing can be retrieved at:
http://www.sec.gov/Archives/edgar/data/1613103/000119312516576336/d184885d8k.htm
Any exhibits and associated documents for this SEC filing can be
retrieved at:
http://www.sec.gov/Archives/edgar/data/1613103/000119312516576336/0001193125-16-576336-index.htm
Public companies must file a Form 8-K, or current report, with
the SEC generally within four days of any event that could
materially affect a company's financial position or the value of
its shares.
(END) Dow Jones Newswires
May 04, 2016 08:54 ET (12:54 GMT)
Copyright (c) 2016 Dow Jones & Company, Inc.
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